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Form SC 13D/A SILVERBOW RESOURCES, Filed by: RIPOSTE CAPITAL LLC

May 20, 2024 9:01 PM EDT

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)

 

 

SilverBow Resources Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

82836G102

(CUSIP Number)

Melissa Franzen

Riposte Capital LLC

888 Seventh Avenue, 4th Floor

New York, NY 10106

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 16, 2024

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties to whom copies are to be sent.

 

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


SCHEDULE 13D

CUSIP No. 82836G102

 

1  

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Riposte Capital LLC

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ☐  (b) ☐

 

3  

SEC USE ONLY

 

4  

SOURCE OF FUNDS (See Instructions)

 

AF

5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 

6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With:

 

     7   

SOLE VOTING POWER

 

405,739

     8   

SHARED VOTING POWER

 

544,261

     9   

SOLE DISPOSITIVE POWER

 

405,739

    10   

SHARED DISPOSITIVE POWER

 

544,261

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

950,000

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.7% (1)

14  

TYPE OF REPORTING PERSON (See Instructions)

 

IA

 

(1)

Based on 25,538,487 Shares of the Issuer outstanding as of April 26, 2024, as reported by the Issuer in the Form 10-Q that was filed by the Issuer with the Securities and Exchange Commission on May 2, 2024.


SCHEDULE 13D

CUSIP No. 82836G102

 

1  

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Riposte Global Opportunity Master Fund, LP

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ☐  (b) ☐

 

3  

SEC USE ONLY

 

4  

SOURCE OF FUNDS (See Instructions)

 

WC

5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 

6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With:

 

     7   

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

544,261

     9   

SOLE DISPOSITIVE POWER

 

0

    10   

SHARED DISPOSITIVE POWER

 

544,261

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

544,261

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.1% (1)

14  

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

(1)

Based on 25,538,487 Shares of the Issuer outstanding as of April 26, 2024, as reported by the Issuer in the Form 10-Q that was filed by the Issuer with the Securities and Exchange Commission on May 2, 2024.


SCHEDULE 13D

CUSIP No. 82836G102

 

1  

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Riposte GP, LLC

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ☐  (b) ☐

 

3  

SEC USE ONLY

 

4  

SOURCE OF FUNDS (See Instructions)

 

AF

5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 

6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With:

 

     7   

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

544,261

     9   

SOLE DISPOSITIVE POWER

 

0

    10   

SHARED DISPOSITIVE POWER

 

544,261

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

544,261

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.1% (1)

14  

TYPE OF REPORTING PERSON (See Instructions)

 

OO

 

(1)

Based on 25,538,487 Shares of the Issuer outstanding as of April 26, 2024, as reported by the Issuer in the Form 10-Q that was filed by the Issuer with the Securities and Exchange Commission on May 2, 2024.


SCHEDULE 13D

CUSIP No. 82836G102

 

1  

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Khaled Beydoun

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ☐  (b) ☐

 

3  

SEC USE ONLY

 

4  

SOURCE OF FUNDS (See Instructions)

 

AF

5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 

6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

UK

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With:

 

     7   

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

950,000

     9   

SOLE DISPOSITIVE POWER

 

0

    10   

SHARED DISPOSITIVE POWER

 

950,000

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

950,000

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.7% (1)

14  

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

(1)

Based on 25,538,487 Shares of the Issuer outstanding as of April 26, 2024, as reported by the Issuer in the Form 10-Q that was filed by the Issuer with the Securities and Exchange Commission on May 2, 2024.


Item 1.

Security and Issuer

This Amendment No. 7 to Schedule 13D (this “Schedule 13D”), amends and supplements the beneficial ownership statement on Schedule 13D filed with the Securities and Exchange Commission on June 14, 2023 (the “Original Statement”), as amended on June 23, 2023, September 15, 2023, September 28, 2023, November 30, 2023, December 21, 2023, and January 3, 2024 as it relates to common shares of beneficial interest, par value $0.01 per share (the “Shares”), of SilverBow Resources, Inc. (the “Issuer”), a Delaware incorporated company. The address of the principal executive offices of the Issuer is 920 Memorial City Way, Suite 850, Houston, Texas 77204. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.

 

Item 2.

Identity and Background

Item 2(a) is hereby amended and restated in its entirety as follows:

“(a) This Schedule 13D is jointly filed by and on behalf of each of Riposte Capital LLC, a Delaware limited liability company (“Riposte”), Riposte GP, LLC, a Delaware limited liability company (the “General Partner”), Riposte Global Opportunity Master Fund, LP, a Cayman Islands exempted limited partnership (the “Fund”) and Khaled Beydoun (collectively referred to herein as the “Reporting Persons”). The Reporting Persons are filing this Schedule 13D jointly, and the agreement among the Reporting Persons to file jointly is attached to the Original Statement as Exhibit A in Item 7 and reattached as Exhibit 99.1 hereto and incorporated herein by reference (the “Joint Filing Agreement”). The Fund and a certain separately managed account managed by Riposte (the “SMA”) are the record and direct beneficial owners of the securities covered by this statement. Riposte serves as the investment manager to the Fund and as a sub-adviser to the SMA. The General Partner is the general partner of the Fund. Mr. Beydoun is the managing member of Riposte and the General Partner. The Fund disclaims beneficial ownership of the shares held by the SMA. The SMA disclaims beneficial ownership of the shares held by the Fund.

Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this Schedule 13D.”

Item 2(c) is hereby amended and restated in its entirety as follows:

“(c) The principal business of the Fund is acquiring, holding and selling securities for investment purposes. The principal business of the General Partner is serving as the general partner of the Fund. The principal business of Riposte is serving as the investment manager to the Fund and sub-adviser to the SMA. The present principal occupation of Mr. Beydoun is serving as managing member of Riposte and the General Partner.


Item 3.

Source and Amount of Funds or other Consideration

Item 3 is hereby amended and supplemented as follows:

“In open market purchases on January 10, 2024 and April 16, 2024, the Reporting Persons expended an aggregate of $1,467,020.00 (excluding commissions) to acquire 50,000 Shares of the Issuer. The funds used for the purchase of the respective Shares of the Issuer reported in this Schedule 13D were derived from general working capital of the Fund or of the SMA. The information set forth under Schedule A of this Schedule 13D is incorporated by reference into this Item 3.”

 

Item 5.

Interest in Securities of the Issuer

Item 5 is hereby amended and restated in its entirety as follows:

“(a) The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person is stated in Items 11 and 13 on the cover page(s) hereto.

Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this Schedule 13D.

Each Reporting Person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer.

 

  (b)

Number of shares as to which each Reporting Person has:

 

  (i)

sole power to vote or to direct the vote:

See Item 7 on the cover page(s) hereto.

 

  (ii)

shared power to vote or to direct the vote:

See Item 8 on the cover page(s) hereto.


  (iii)

sole power to dispose or to direct the disposition of:

See Item 9 on the cover page(s) hereto.

 

  (iv)

shared power to dispose or to direct the disposition of:

See Item 10 on the cover page(s) hereto.

The Fund and the SMA are the record and direct beneficial owners of the securities covered by this Schedule 13D.

The Fund has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the Shares owned by it.

Riposte is the investment manager of and may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) any Shares beneficially owned by the Fund. Riposte is the sub-adviser to the SMA and has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the Shares beneficially owned by the SMA. The General Partner is the general partner of, and may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) any Shares beneficially owned by the Fund. Neither Riposte nor the General Partner owns any Shares directly and they each disclaim beneficial ownership of any Shares held by the Fund or the SMA.

Mr. Beydoun is the managing member of, and may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) any Shares beneficially owned by, each of Riposte and the General Partner. Mr. Beydoun does not own any Shares directly and disclaims beneficial ownership of any securities beneficially owned by either Riposte or the General Partner.

As of the time of filing, no Reporting Person owns any Shares of the Issuer other than as set forth in this Item 5.

(c) Other than as set forth on Schedule A hereto, there have been no transactions in the class of securities reported on that were effected by the Reporting Persons during the past sixty days or since the most recent filing of Schedule 13D, whichever is less.

(d) Not Applicable.

(e) The Reporting Persons ceased to beneficially own more than five percent of the outstanding Shares on May 16, 2024.”


Item 7.

Material to be Filed as Exhibits

 

Item

7 is hereby amended and restated in its entirety as follows:

“The following exhibits are filed as exhibits hereto:

 

Exhibit

  

Description of Exhibit

99.1    Joint Filing Agreement (formerly included as part of Item 7 to the Schedule 13D filed on June 14, 2023, by the Reporting Persons with the U.S. Securities and Exchange Commission and reattached hereto).”


Signature

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this Schedule 13D is true, complete and correct.

Dated: May 20, 2024

 

Riposte Capital LLC
By:   /s/ Khaled Beydoun

Name:

 

Khaled Beydoun

Title:

 

Managing Member

Riposte Global Opportunity Master Fund, LP
By:   /s/ Khaled Beydoun

Name:

 

Khaled Beydoun

Title:

 

Authorized Signatory

Riposte GP, LLC
By:   /s/ Khaled Beydoun

Name:

 

Khaled Beydoun

Title:

 

Authorized Signatory

Khaled Beydoun
By:   /s/ Khaled Beydoun

Name:

 

Khaled Beydoun

Title:

 

Individually


The statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).


SCHEDULE A

This Schedule A sets forth information with respect to each purchase and sale of Shares which was effectuated by a Reporting Person during the past sixty days or since the most recent filing of Schedule 13D, whichever is less. Unless otherwise indicated, all transactions were effectuated in the open market through a broker.

 

Trade Date

 

Reporting

Person

   Shares Acquired     Shares Disposed     Price Per Share  

4/1/2024

 

Fund

       1,072,000 (1)    $ 34.1400  

4/1/2024

 

SMA

     1,072,000 (1)      $ 34.1400  

4/16/2024

 

Fund

     15,127       $ 31.8244  

4/16/2024

 

SMA

     9,873       $ 31.8244  

5/9/2024

 

Fund

       12,692     $ 34.2224  

5/9/2024

 

Fund

       3,728     $ 34.1942  

5/9/2024

 

SMA

       10,544     $ 34.2224  

5/9/2024

 

SMA

       3,036     $ 34.1942  

5/10/2024

 

Fund

       2,848     $ 32.9639  

5/10/2024

 

SMA

       2,152     $ 32.9639  

5/16/2024

 

Fund

       14,311     $ 36.2003  

5/16/2024

 

Fund

       28,584     $ 36.1126  

5/16/2024

 

Fund

       28,656     $ 36.1500  

5/16/2024

 

Fund

       28,655     $ 36.2069  

5/16/2024

 

Fund

       42,395     $ 37.4082  

5/16/2024

 

Fund

       42,952     $ 36.3000  

5/16/2024

 

Fund

       49,224     $ 35.5577  

5/16/2024

 

Fund

       57,280     $ 35.9000  

5/16/2024

 

Fund

       57,275     $ 36.0501  

5/16/2024

 

Fund

       54,959     $ 36.7751  

5/16/2024

 

Fund

       85,933     $ 36.0000  

5/16/2024

 

Fund

       85,908     $ 36.1201  

5/16/2024

 

Fund

       131,784     $ 36.3449  

5/16/2024

 

SMA

       10,689     $ 36.2003  

5/16/2024

 

SMA

       21,416     $ 36.1126  

5/16/2024

 

SMA

       21,344     $ 36.1500  

5/16/2024

 

SMA

       21,345     $ 36.2069  

5/16/2024

 

SMA

       27,605     $ 37.4082  

5/16/2024

 

SMA

       32,048     $ 36.3000  

5/16/2024

 

SMA

       40,776     $ 35.5577  

5/16/2024

 

SMA

       42,720     $ 35.9000  

5/16/2024

 

SMA

       42,725     $ 36.0501  

5/16/2024

 

SMA

       45,041     $ 36.7751  

5/16/2024

 

SMA

       64,067     $ 36.0000  

5/16/2024

 

SMA

       64,092     $ 36.1201  

5/16/2024

 

SMA

       98,216     $ 36.3449  

5/17/2024

 

Fund

       28,532     $ 37.3300  

5/17/2024

 

Fund

       11,979     $ 37.5449  

5/17/2024

 

Fund

       2,334     $ 37.4599  

5/17/2024

 

SMA

       21,468     $ 37.3300  

5/17/2024

 

SMA

       8,945     $ 37.5449  

5/17/2024

 

SMA

       1,742     $ 37.4599  

5/20/2024

 

Fund

       57,283     $ 37.9238  

5/20/2024

 

Fund

       42,858     $ 38.2210  

5/20/2024

 

Fund

       28,696     $ 38.5400  

5/20/2024

 

SMA

       42,717     $ 37.9238  

5/20/2024

 

SMA

       32,142     $ 38.2210  

5/20/2024

 

SMA

       21,304     $ 38.5400  

 

(1)

On April 1, 2024, the Fund transferred an aggregate 1,072,000 Shares to the SMA at the market close price of $34.14 per Share on March 28, 2024. These Shares were transferred as a result of a withdrawal by certain underlying investors in the Fund over to the SMA managed on behalf of those investors.

ATTACHMENTS / EXHIBITS

EX-99.1



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